AGREEMENT TO MODIFY DEFERRED OBLIGATIONS
This Agreement to Modify Deferred Obligations is made as of May 28,
1999 between Cavion Technologies, Inc., a Colorado corporation (the
"Company"), LanXtra, Inc., a Colorado corporation formerly known as Cavion
Technologies, Inc. ("LanXtra"), and the creditors listed on the SCHEDULE
OF CREDITORS attached hereto (the "Creditors").
On February 1, 1999, the Company acquired substantially all the
assets of LanXtra, and assumed certain liabilities of LanXtra, including
liabilities to the Creditors. Prior to the closing of the acquisition,
LanXtra and the Creditors entered into various agreements listed on the
SCHEDULE OF CREDITORS (the "Deferral Agreements"). Under the Deferral
Agreements, the payment of various amounts owed to the Creditors by
LanXtra was deferred until the date when 100 credit unions (or equivalent
entities) have subscribed and connected to the Company's secure network
(the "100 Credit Union Date"), or a date measured from the 100 Credit
Union Date. The parties have now agreed that the Deferral Agreements will
be amended as described in this agreement.
It is agreed as follows:
1. All obligations of LanXtra and the Company that were deferred under
any of the Deferral Agreements are hereby modified as follows: all such
obligations will become due and payable on the date that is fifteen days
after the closing of an underwritten initial public offering of the
Company's common stock pursuant to an effective registration statement
(the "IPO Date").
2. The Company's $600,000 credit facility (the "Credit Facility") with
US Bank, fka Colorado National Bank, will be paid in full on the date that
is fifteen days after the IPO Date. Each Investor (as defined in the
Termination and Modification Agreement referenced on the SCHEDULE OF
CREDITORS) will execute and deliver to the Company whatever documents are
necessary or appropriate in connection with extension of the maturity date
of the Credit Facility to the date that is fifteen days after the IPO
Date.
3. This agreement will be effective as to each Deferral Agreement of
which all parties have signed this agreement. If any of the signatories
referenced below do not sign this agreement, this agreement will remain in
effect, but will not modify any Deferral Agreement of which that signatory
is a party.
4. Except as expressly modified by this agreement, each Deferral
Agreement remains unmodified and effective in accordance with its terms.
END OF AGREEMENT [Signature Page follows next]
IN WITNESS WHEREOF, the parties have executed this Agreement to
Modify Deferred Obligations as of the date first set forth above.
CAVION TECHNOLOGIES,INC. LANXTRA, INC.
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
BRITISH FAR EAST HOLDINGS LTD. ▇▇▇▇▇▇▇ M. B. ▇▇▇▇▇▇ LIVING TRUST
By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇ III By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ III, Chairman ▇▇▇▇▇▇▇ M. B. ▇▇▇▇▇▇, Trustee
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇ FAIRWAY REALTY ASSOCIATES
▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General
Partner
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, General Partner
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
CONVERGENT COMMUNICATIONS, INC.
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇, CEO
Schedule to
Agreement to Modify Deferred Obligations
Schedule of Creditors
1. Obligations deferred under Termination and Modification Agreement
dated as of September 28, 1998, as amended by Amendment to Termination
and Modification Agreement dated as of January 15, 1999:
British Far East Holdings Ltd. ▇▇▇▇▇▇▇ M. B. ▇▇▇▇▇▇ Living Trust
14911 Caminito Ladera ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ III, Chairman ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fairway Realty Associates ▇▇▇▇▇▇ ▇▇▇▇▇▇
c/o Access Direct Systems, Inc. ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Director of Finance
2. Obligations deferred under Agreement for Deferral of Bridge Loan dated
as of December 31, 1998:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3. Obligations deferred under letter dated as of January 6, 1999:
Convergent Communications, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4. Obligations deferred under Agreement for Deferral of Obligations dated
as of January 18, 1999:
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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